SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for use of
/X/ Definitive Proxy Statement the Commission only (as
/ / Definitive Additional Materials permitted by Rule
/ / Soliciting Material Pursuant to 14a-6 (e)(2)
Rule 14a-11 (c) or Rule 14a-12
TGC INDUSTRIES, INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6 (i) (4) and 0-11
(1) Title of each class of securities to which transaction applies.
(2) Aggregate number of securities to which transaction applies.
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined).
(4) Proposed maximum aggregate value of transaction.
(5) Total fee paid.
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
TGC INDUSTRIES, INC.
1304 Summit Avenue, Suite 2
Plano, Texas 75074
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held November 5, 1998
To the Shareholders of
TGC INDUSTRIES, INC.
A special meeting of the shareholders of TGC Industries, Inc. (the
"Company") will be held at 1304 Summit Avenue, Suite 2, Plano, Texas on
Thursday, November 5, 1998, at 10:00 A.M., Central Standard Time, for the
following purposes:
1. To approve the proposed amendment to Article Four of the Company's
Articles of Incorporation, as amended ("Articles of Incorporation")
to effectuate a one-for-three reverse stock split ("Reverse Split")
of the Company's Common Stock, whereby each three shares of issued
and outstanding Common Stock will be changed into one share of
Common Stock; and
2. To transact such other business as may properly come before the
meeting and any adjournment thereof.
Information regarding matters to be acted upon at this meeting is
contained in the accompanying Proxy Statement. Only shareholders of record
at the close of business on September 22, 1998, are entitled to notice of and
to vote at the meeting and any adjournment thereof.
All shareholders are cordially invited to attend the meeting. Whether
or not you plan to attend, please complete, sign, and return promptly the
enclosed proxy in the accompanying addressed envelope for which postage is
prepaid. You may revoke the proxy at any time before the commencement of the
meeting.
By Order of the Board of Directors:
Allen T. McInnes
Secretary
Plano, Texas
September 22, 1998
IMPORTANT
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING REGARDLESS
OF THE NUMBER OF SHARES YOU HOLD. PLEASE COMPLETE, SIGN, AND RETURN PROMPTLY
THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE, WHETHER OR NOT YOU INTEND TO
BE PRESENT AT THE MEETING.
TGC INDUSTRIES, INC.
1304 Summit Avenue, Suite 2
Plano, Texas 75074
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS -- November 5, 1998
This Proxy Statement is furnished to shareholders in connection with the
solicitation of proxies by the management of TGC Industries, Inc. (the
"Company") on behalf of the Board of Directors of the Company for a special
meeting of stockholders to be held at 1304 Summit Avenue, Suite 2, Plano,
Texas on Thursday, November 5, 1998, and at any adjournment thereof, for the
purpose of submitting to a vote of the stockholders the actions and proposals
set forth in this Proxy Statement. The Notice of Meeting, the form of Proxy,
and this Proxy Statement are being mailed to the Company's shareholders on or
about September 24, 1998.
COSTS OF PROXY SOLICITATION
Although solicitation (the total expense of which will be borne by the
Company) is to be made primarily through the mail, the Company's officers
and/or employees and those of its transfer agent may solicit proxies by
telephone, telegram, or personal contact, but in such event no additional
compensation will be paid by the Company for such solicitation. Further,
brokerage firms, fiduciaries, and others may be requested to forward
solicitation material regarding the meeting to beneficial owners of the
Company's Common and Preferred Stock, and in such event the Company will
reimburse them for all accountable costs so incurred.
CONTENTS
The Board of Directors has proposed an amendment to Article Four of the
Company's Articles of Incorporation, as amended ("Articles of Incorporation")
to effectuate a one-for-three reverse stock split ("Reverse Split") whereby
each three shares of issued and outstanding Common Stock will be changed into
one share of Common Stock. See "Action to be Taken" below for a more
complete description of the proposed Amendment and the reasons therefor.
The Texas Business Corporation Act requires that amendments to a
corporation's articles of incorporation be approved by the stockholders
entitled to vote thereon, as well as the Board of Directors. Accordingly,
the Company is hereby soliciting approval from the holders of its Common
Stock and Preferred Stock of the action to be taken, which requires the
approval of the holders of at least two-thirds of the outstanding shares
entitled to vote thereon on the record date, and the approval of the holders
of at least two-thirds of the outstanding shares of Common Stock, voting as
a class.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following tabulation sets forth the names of those persons who are
known to Management to be the beneficial owner(s) as of July 31, 1998, of
more than five percent (5%) of the Company's Common Stock or Preferred Stock.
Such tabulation also sets forth the number of shares of the Company's Common
Stock or Preferred Stock beneficially owned as of July 31, 1998, by all of
the Company's directors and executive officers (naming them), and all
directors and officers of the Company as a group (without naming them).
Persons having direct beneficial ownership of the Company's Common Stock or
Preferred Stock possess the sole voting and dispositive power in regard to
such stock. The $5.00 per share Preferred Stock is freely convertible into
shares of Common Stock at the conversion price per share of Common Stock of
$0.75 if converted prior to the close of business on December 31, 1998, $1.25
if converted after December 31, 1998, but prior to close of business on
December 31, 1999, and at the conversion price per share of Common Stock of
$2.00 thereafter. Ownership of Preferred Stock is deemed to be beneficial
ownership of Common Stock at the conversion price per share of $0.75 under
Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of 1934. As
of July 31, 1998, there were 6,487,985 shares of Common Stock and 1,129,350
shares of Preferred Stock outstanding.
Name & Address Title of Amount & Nature Approximate
of Beneficial Owner Class of % of Class(1)
Beneficial
Ownership
Allen T. McInnes Common 1,597,284 (2)(3) 22.57%
Tetra Technologies Stock
25025 Interstate 45 North Preferred 63,162 5.59%
The Woodlands, TX 77380 Stock
Robert J. Campbell Common 260,763 (2)(3)(4) 3.98%
TGC Industries, Inc. Stock
1304 Summit Ave., Ste 2 Preferred 5,000 (4) *
Plano, Texas 75074 Stock
Wayne A. Whitener Common 107,818 (2)(3)(7) 1.64%
TGC Industries, Inc. Stock
1304 Summit Ave., Ste 2 Preferred 3,000 *
Plano, Texas 75074 Stock
William J. Barrett Common 1,238,853 (2)(3) 17.68%
26 Broadway, Suite 829 Stock (6)(8)
New York, New York 10004 Preferred 60,000 (6) 5.31%
Stock
Herbert M. Gardner Common 923,471 (2)(3)(5) 13.42%
26 Broadway, Suite 829 Stock (9)
New York, New York 10004 Preferred 42,000 (5) 3.72%
Stock
David P. Williams Common 17,000 (3) *
TGC Industries, Inc. Stock
1304 Summit Ave, Suite 2
Plano, TX 75074
Ken Uselton Common 22,006 (3) *
TGC Industries, Inc. Stock
1304 Summit, Ste 2
Plano, Texas 75074
Gerlach & Co. Common 933,333 (2) 12.58%
111 Wall Street, 8th Fl. Stock
New York, NY Preferred 80,000 7.08%
Stock
Special Situations Cayman Common 333,333 (2) 4.89%
Fund L.P. Stock
Preferred 50,000 4.43%
Stock
Special Situation Fund III Common 1,000,000 (2) 13.35%
L.P. Stock
Preferred 150,000 13.28%
Stock
All directors and officers Common 4,167,195 51.11%
as a group (7 persons) Stock
__________________________ Preferred 173,162 15.33%
Stock
*Denotes less than 1% beneficial ownership.
(1) The percentage calculations have been made in accordance with Rule
13d-3(d)(1) promulgated under the Securities Exchange Act of 1934. In making
these calculations, shares of Common Stock beneficially owned by a person as
a result of the ownership of Preferred Stock and certain options and warrants
were deemed to be currently outstanding solely with respect to the holders of
such Preferred Stock, options, and warrants.
(2) Includes the number of shares of Common Stock which are deemed to
be beneficially owned as a result of ownership of shares of Preferred Stock,
which Preferred shares ($5.00 per share) are freely convertible into shares
of Common Stock at the conversion price per shares of Common Stock of $0.75
through December 31, 1998.
(3) Includes the number of Shares of Common Stock set forth opposite
the person's name in the following table, which shares are beneficially owned
as a result of the ownership of Stock Options and Stock Purchase Warrants.
Stock
Options Warrants
Allen T. McInnes -0- 168,674
Robert J. Campbell 26,667 -0-
Wayne A. Whitener 61,667 -0-
David P. Williams 17,000 -0-
Herbert M. Gardner -0- 111,850
William J. Barrett -0- 119,350*
Ken Uselton 6,333 -0-
All directors and
officers as a group
(7 persons) 111,667 399,874
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*Includes 7,500 Warrants owned by Mr. Barrett's wife. Mr. Barrett disclaims
beneficial ownership of such Warrants.
(4) Includes 28,625 shares of Common Stock owned by Robert J.
Campbell's wife and also includes 13,333 shares of Common Stock purchasable
upon the conversion of 2,000 shares of Preferred Stock owned by Mr.
Campbell's wife. Mr. Campbell has disclaimed beneficial ownership of these
shares.
(5) Includes 83,848 shares of Common Stock owned by Herbert M.
Gardner's wife and also includes 13,333 of Common Stock shares purchasable
upon the conversion of 2,000 shares of Preferred Stock owned by Mr. Gardner's
wife. Mr. Gardner has disclaimed beneficial ownership of these shares.
(6) Includes 71,775 shares of Common Stock owned by William J.
Barrett's wife and also includes 66,666 shares of Common Stock purchasable
upon the conversion of 10,000 shares of Preferred Stock owned by Mr.
Barrett's wife. Mr. Barrett has disclaimed beneficial ownership of these
shares.
(7) Mr. Whitener exercised stock options to purchase 3,000 shares of
the Company's Common Stock on August 19, 1998, which transaction has been
reflected in the above beneficial ownership table.
(8) Mr. Barrett purchased 20,000 shares of the Company's Common Stock
on August 17, 1998, and this transaction has been reflected in the above
beneficial ownership table.
(9) Mr. Gardner purchased 25,000 shares of the Company's Common Stock
on August 19, 1998, and this transaction has been reflected in the above
beneficial ownership table.
Depositories such as The Depository Trust Company (Cede & Company) as of
July 31, 1998 held, in the aggregate, more than five percent (5%) of the
Company's then outstanding Common Stock voting shares. The Company
understands that such depositories hold such shares for the benefit of
various participating brokers, banks, and other institutions which are
entitled to vote such shares according to the instructions of the beneficial
owners thereof. The Company has no reason to believe that any of such
beneficial owners hold more than five percent (5%) of the Company's
outstanding voting securities.
REASONS FOR ACTION
The Reverse Split is being proposed primarily to prevent the Company's
Common Stock from being delisted from the NASDAQ SmallCap Market. The NASDAQ
Stock Market advised the Company that the Company's securities would be
subject to delisting from the SmallCap Market effective at the close of
business on September 3, 1998, unless stayed by the Company's request for a
hearing before NASDAQ by such date. On September 2, 1998, the Company
requested such a hearing and delisting proceedings have therefore been
stayed. NASDAQ stated the reason for delisting proceedings was the fact that
the bid price of the Company's Common Stock had failed to equal or exceed the
minimum price requirement of $1.00 per share for thirty consecutive trading
days and that the Company, as a condition to continued listing of its
securities on the SmallCap Market, must satisfy the minimum bid price
requirement.
Management believes that the Reverse Split, which will cause the price
of the Common Stock to increase, will satisfy the minimum bid price
requirement and prevent the Company from being delisted from the NASDAQ
SmallCap Market on such basis.
ACTION TO BE TAKEN
The Board of Directors, unanimously approved, and recommended
stockholder approval of an amendment to Article Four of the Company's
Articles of Incorporation that will effect the Reverse Split. The text of
the Amendment is set forth on Exhibit "A" attached hereto. The Amendment, if
adopted, will be effected through the filing of Articles of Amendment with
the Secretary of State of the State of Texas. Such filing shall be made on
such date as the Board, in its sole discretion, determines (but in any event
not later than Monday, November 16, 1998) and will be effective at 5:00
o'clock P.M. Central Standard Time, on the date of filing.
As a result of the Reverse Split, the number of shares of Common Stock
held by each stockholder at the effective time of the Reverse Split will be
automatically converted into the number of whole shares of Common Stock equal
to the number of shares of Common Stock owned immediately prior to the
Reverse Split divided by three. In addition, shares of Common Stock that are
reserved for issuance upon the exercise of outstanding options and warrants,
and the respective exercise prices per share, would be adjusted pursuant to
the Reverse Split, to reflect that the number of shares would be decreased
and the exercise price per share would be increased accordingly.
Pursuant to the provisions of the $5.00 per share Preferred Stock, upon
the effective time of the Reverse Split, the conversion ratio of the
Preferred Stock will automatically adjust to increase the conversion price
per share by multiplying the conversion price by three. Therefore, from and
after the Reverse Split, the conversion ratio of the Preferred Stock will
adjust so that the conversion price per share of Common Stock shall be $2.25
($0.75 x 3) if converted prior to the close of business on December 31, 1998,
$3.75 ($1.25 x 3) if converted after the close of business December 31, 1998
but prior to the close of business on December 31, 1999, and at the
conversion price per share of Common Stock of $6.00 ($2.00 x 3) thereafter.
As a result, the number of shares of Common Stock to be received as the
result of a conversion of a share of Preferred Stock shall be one-third (1/3)
the number of shares that would have been received on a conversion of a share
of Preferred Stock prior to the Reverse Split. However, each share of
Preferred Stock shall continue to have one vote per share on all matters to
be voted on by the shareholders, the same per share vote as prior to the
Reverse Split.
Notwithstanding receipt of votes sufficient to approve the Reverse
Split, if, for any reason, the Board of Directors deems it advisable to do
so, the Company may abandon the Reverse Split at any time prior to the filing
with the Secretary of State of the State of Texas of the Articles of
Amendment effecting the Reverse Split without further action by the
stockholders of the Company.
TREATMENT OF FRACTIONAL SHARES
No certificates or scrip representing fractional shares of Common Stock
will be issued to stockholders because of the Reverse Split. Rather, each
fractional share interest shall be rounded up to a whole share. Each
stockholder who would otherwise receive a fractional share of Common Stock as
a result of the Reverse Split will receive a whole share of Common Stock in
lieu of such fractional share interest.
OUTSTANDING STOCK
The Company's Articles of Incorporation authorize 25,000,000 shares of
Common Stock with a par value of $.10 per share and 4,000,000 shares of
Preferred Stock with a par value of $1.00 per share. As of September 22,
1998 (the "Record Date"), which is the date as of which the record of
shareholders entitled to vote at the meeting was determined, there were
6,500,985 shares of the Company's Common Stock outstanding and
1,129,350 shares of the Company's Preferred Stock outstanding.
In voting on all matters expected to come before the meeting, a
shareholder will be entitled to one vote, in person or by proxy, for each
share of Common Stock and Preferred Stock held in his or her name on the
Record Date. The Company's Articles of Incorporation prohibit cumulative
voting.
OTHER EFFECTS OF REVERSE SPLIT
The Company has previously issued and has outstanding various stock
options pursuant to its 1986 and 1993 Stock Option Plans for an aggregate of
358,167 shares of its Common Stock. In addition, the Company has previously
issued and has outstanding warrants to purchase 849,674 shares of its Common
Stock. If the Reverse Split is implemented, both the exercise price per
share and the number of shares subject to each option and warrant will be
appropriately adjusted.
The Reverse Split is likely to result in some stockholders owning "odd-
lots" of less than 100 shares of Common Stock. Brokerage commissions and
other costs of transactions in odd-lots are generally somewhat higher than
the costs of transaction on "round-lots" of even multiples of 100 shares.
ACCOUNTING CONSEQUENCES
The par value of the Common Stock will change from $.10 per share to
$.30 per share following the Reverse Split. The increase in the par value of
the Common Stock will result in no change to the Company's capital account or
surplus.
FEDERAL INCOME TAX CONSEQUENCES
The following description of federal income tax consequences is for
general information only and does not address foreign, state or local tax
consequences that may be relevant to a particular stockholder. Accordingly,
each stockholder is urged to consult his or her own tax advisor to determine
the particular consequences to such stockholder of the Reverse Split.
The Reverse Split should not result in the recognition of gain or loss.
The holding period of the shares for post-Reverse Split Common Stock will
include the holding period for the shares of pre-Reverse Split Common Stock
exchanged therefor, provided that the shares of Common Stock are held as a
capital asset. The adjusted basis of the shares of post-Reverse Split Common
Stock will be the same as the adjusted basis of pre-Reverse Split Common
Stock exchanged therefor.
EXCHANGE OF STOCK CERTIFICATES
As soon as practicable after the effective date of the Reverse Split,
the Company will send a letter of transmittal to each stockholder of record
as of the close of business on the effective date for use in transmitting
certificates representing shares of Common Stock ("Old Certificates") to the
Company's transfer agent, American Stock Transfer & Trust Company (the
"Exchange Agent"). The letter of transmittal will contain instructions for
the surrender of old certificates to the Exchange Agent in exchange for
certificates representing the approximate number of whole shares of post-
Reverse Split Common Stock. No new certificates will be issued to a
stockholder until such stockholder has surrendered all old certificates
together with a properly completed and executed letter of transmittal to the
Exchange Agent.
Upon proper completion and execution of the letter of transmittal and
return thereof to the Exchange Agent, together with all Old Certificates,
stockholders will receive a new certificate or certificates representing the
number of whole shares of Common Stock into which their shares of Common
Stock represented by the Old Certificates have been converted as a result of
the Reverse Split. Until surrendered, outstanding old certificates held by
stockholders will be deemed for all purposes to represent the number of whole
shares of Common Stock to which such stockholders are entitled as a result of
the Reverse Split. Stockholders should not send their Old Certificates to
the Exchange Agent until they have received the letter of transmittal.
Shares not presented for surrender as soon as practicable after the letter of
transmittal is sent shall be exchanged at the first time they are presented
for transfer. No service charge will be payable by stockholders in
connection with the exchange of certificates, all expenses of which will be
borne by the Company.
RECOMMENDATION AND VOTE
It is the opinion of the Board of Directors that the Reverse Stock Split
and related Amendment is advisable, and in the best interests of the Company.
As a result, the Board of Directors recommends a vote FOR the approval of the
Amendment to effect the Reverse Stock Split. The affirmative vote of the
holders of a two-thirds majority of the outstanding shares of Common Stock
and Preferred Stock entitled to vote thereon, and the affirmative vote of the
holders of a two-thirds majority of the outstanding shares of Common Stock,
voting as a class, is required for the stockholders to approve the Amendment
to effect the Reverse Stock Split.
OTHER MATTERS
The Company knows of no other matters to be submitted to the special
meeting. If any other matters properly come before the special meeting, it
is the intention of the persons named in the enclosed proxy to vote the
shares represented by such proxy in the manner in which the Board of
Directors may recommend.
By Order of the Board of Directors
Allen T. McInnes
Secretary
Plano, Texas
September 22, 1998
Exhibit "A"
Article Four of the Company's Articles of Incorporation is proposed to
be further amended by adding a new paragraph at the end thereof reading as
follows:
"C. Reverse Stock Split. Upon the filing of this Amendment
with the Secretary of State of Texas, and effective as of 5:00
P.M., Central Standard Time, on the date of filing (referred to
herein as "Effective Time"), every three shares of Common Stock,
par value $.10, issued and outstanding as of the Effective Time
shall automatically, and without action on the part of the
stockholders, be converted and combined into one validly issued,
fully payable and non-assessable share of Common Stock, par value
$.30, (the "Reverse Split"). In the case of a holder of shares not
evenly divisible by three, such holders shall receive in lieu of
any fraction of a share, an additional share of Common Stock. As
of the Effective Time and thereafter, a certificate(s) representing
shares of Common Stock prior to the Reverse Split shall be deemed
to represent the number of new shares into which the old shares are
convertible."
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Front of Card
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TGC INDUSTRIES, INC.
SPECIAL MEETING OF STOCKHOLDERS
November 5, 1998
The undersigned hereby appoints Robert J. Campbell and Allen T. McInnes
and each of them, with power of substitution, proxies for the undersigned and
authorizes each of them to represent and vote, as designated, all of the
shares of Common Stock, par value $.10 per share (the "Common Stock") and all
of the shares of Preferred Stock, par $1.00 per share (the "Preferred Stock")
of TGC Industries, Inc. (the "Company") held of record on September 22, 1998,
by the undersigned, at the Special Meeting of Stockholders to be held at 1304
Summit Avenue, Suite 2, Plano, Texas 75074 at 10:00 A.M. on November 5, 1998,
and at any adjournments or postponements thereof, for the purposes identified
on the reverse side and with discretionary authority as to any other matters
that may properly come before the Special Meeting, in accordance with and as
described in the Notice of Special Meeting of Stockholders and Proxy
Statement.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned holder. If the proxy is returned without direction
being given, this proxy will be voted FOR THE ACTION TO BE TAKEN TO
EFFECTUATE THE REVERSE STOCK SPLIT.
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Back of Card
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PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Stockholders should not send any stock certificates with this proxy
card. Stockholders are urged to mark, sign, date and mail promptly this
proxy card in the envelope provided.
EACH PROXY MUST BE SIGNED AND DATED. Sign exactly as addressed to you.
Joint owners should each sign. If signing as executor, administrator,
attorney, trustee, or guardian, give title as such. If a corporation, sign
in full corporate name by authorized officer. If a partnership, sign in the
name of authorized person. Please do not forget to sign and date this proxy
card.
The Board of Directors of TGC Industries, Inc. RECOMMENDS A VOTE FOR the
amendment to the Company's Articles of Incorporation to effectuate the
Reverse Stock Split.
PLEASE INDICATE YOUR VOTE BELOW on the following action:
Amendment to Article Four of the Company's Articles of Incorporation
providing for a one-for-three reverse split of the Common Stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
DATE:
SIGNATURE:
PRINTED NAME:
[Letter to Shareholders]
September 22, 1998
Letter to our Shareholders:
Enclosed is a Proxy Statement and form of proxy for a special meeting of
the shareholders of TGC Industries, Inc. (TGC) to be held on November 5,
1998, to approve a 1-for-3 reverse stock split, whereby each three shares of
issued and outstanding Common Stock will be changed into one share of Common
Stock. This proposal is being made in response to the action of NASDAQ, which
notified TGC of potential delisting from the NASDAQ SmallCap Market because
the Company's Common Stock has failed to maintain a closing bid price greater
than or equal to $1.00 as required for continued listing.
Based upon an evaluation by the Board, your Board of Directors has
proposed a 1-for-3 reverse stock split for the Company's Common Stock. This
action requires an amendment to the Articles of Incorporation and the
affirmative vote of the holders of a two-thirds majority of the issued shares
of Common Stock and Preferred Stock entitled to vote thereon, and the
affirmative vote of the holders of a two-thirds majority of the issued shares
of Common Stock, voting as a class, to approve the amendment to effect the
Reverse Stock Split.
TGC's Board of Directors believes the reverse stock split will cause the
per share price of the Common Stock to increase by approximately three (3)
times the September 18, 1998, closing bid price of $0.625, if the current
market valuation of the Company is maintained. This action will satisfy the
minimum bid price requirement of the NASDAQ SmallCap Market and allow
continued listing of the Company's Common Stock.
TGC's Board of Directors recommends a vote in favor of the reverse
split. TGC appreciates the support of our shareholders.
/s/ ROBERT J. CAMPBELL /s/ WAYNE A. WHITENER
________________________________ _________________________________
Robert J. Campbell Wayne A. Whitener
Vice Chairman and CEO President and COO
